Form 8-K
8-K — OPEN TEXT CORP
Accession: 0001002638-26-000058
Filed: 2026-07-17
Period: 2026-07-17
CIK: 0001002638
SIC: 7373 (SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN)
Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers
Item: Other Events
Item: Financial Statements and Exhibits
Documents
8-K — otex-20260717.htm (Primary)
EX-99.1 (axpressreleasejuly2026dire.htm)
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8-K
8-K (Primary)
Filename: otex-20260717.htm · Sequence: 1
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________________
FORM 8-K
______________________
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): July 17, 2026
______________________
Open Text Corporation
(Exact name of Registrant as specified in its charter)
______________________
Canada 0-27544 98-0154400
(State or Other Jurisdiction
of Incorporation) (Commission
File Number) (IRS Employer
Identification No.)
275 Frank Tompa Drive, Waterloo, Ontario, Canada N2L 0A1
(Address of principal executive offices)
(519) 888-7111
(Registrant's telephone number, including area code)
______________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s) Name of each exchange on which registered
Common stock without par value OTEX NASDAQ Global Select Market
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On July 17, 2026, Open Text Corporation (“OpenText” or the “Company”) announced the appointment of Jill Larsen to its board of directors (the “Board”) effective immediately.
Ms. Larsen currently serves as Chief People Officer at Synopsys, Inc., a publicly traded global technology company. Prior to Synopsys, Ms. Larsen served as a Chief People Officer and C-suite executive in global public and private companies including PTC, Medidata, Cisco Systems, EMC, and SunGard. Ms. Larsen earned a B.A. in Communications & English from Boston College and an M.S. in HR Management from Emmanuel College. She is a certified Professional in Human Resources and a member of the National Association of Corporate Directors.
Ms. Larsen will participate in OpenText’s Director’s Deferred Share Unit Plan (the “DSU Plan”), whereby any non-management director of OpenText may elect to defer all or part of their retainer and/or fees in the form of common shares. A copy of the DSU Plan is filed as Exhibit 10.4 to OpenText’s Annual Report on Form 10-K for the year ended June 30, 2025, filed with the Securities and Exchange Commission on August 7, 2025. In addition, Ms. Larsen will receive compensation for her service on the Board consistent with OpenText’s standard compensation practice for non-employee directors.
The Board has determined that Ms. Larsen is independent and meets the applicable director independence provisions of National Instrument 58-101 – Disclosure of Corporate Governance Practices, the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder, and the applicable rules of NASDAQ and Toronto Stock Exchange. There is no arrangement or understanding between Ms. Larsen and any other person pursuant to which she was appointed, and there are no family relationships between Ms. Larsen and any director or executive officer of the Company or related transactions between Ms. Larsen and the Company that are required to be reported.
In conjunction with Ms. Larsen’s appointment to the Board, OpenText further announced that Kristen Ludgate has notified the Company of her decision to resign from the Board. Ms. Ludgate’s resignation from the Board was for personal reasons and was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices. The Company accepted Ms. Ludgate’s resignation, effective July 17, 2026.
On July 17, 2026, OpenText issued a press release announcing the appointment of Ms. Larsen and resignation of Ms. Ludgate, a copy of which is filed herewith as Exhibit 99.1.
Item 8.01. Other Events.
Incorporated by reference is a press release issued by OpenText on July 17, 2026, which is attached hereto as Exhibit 99.1.
Item 9.01.
Financial Statements and Exhibits.
(d) Exhibits
Exhibit No.
Description
99.1
Press Release, dated July 17, 2026.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
OPEN TEXT CORPORATION
July 17, 2026
By: /s/ Michael F. Acedo
Michael F. Acedo
EVP, Chief Legal Officer & Corporate Secretary
EX-99.1
EX-99.1
Filename: axpressreleasejuly2026dire.htm · Sequence: 2
Document
Exhibit 99.1
OpenText Appoints Jill Larsen to Board of Directors
Waterloo, ON, July 17, 2026 – Open Text Corporation (NASDAQ: OTEX), (TSX: OTEX), a global leader in data management for enterprise AI, today announced the appointment of Jill Larsen to its board of directors (the Board) effective immediately. Ms. Larsen is a seasoned executive, currently serving as Chief People Officer at Synopsys, Inc., a publicly traded global technology company and leader in engineering solutions from silicon to systems. At Synopsys, Ms. Larsen focuses on organizational strategy and talent planning, cultural vitality, employee experience, total rewards and leadership development, serving a global workforce of over 25,000 employees.
Prior to Synopsys, Ms. Larsen served as a Chief People Officer and C-suite executive in global public and private companies including PTC, Medidata, Cisco Systems, EMC, and SunGard. Throughout her extensive career, Ms. Larsen has architected and managed best-in-class human resources organizations and overseen talent and digital transformations at global scale across a variety of technology companies. Ms. Larsen earned a B.A. in Communications & English from Boston College and an M.S. in HR Management from Emmanuel College. She is a certified Professional in Human Resources and a member of the National Association of Corporate Directors.
“We are pleased to welcome Jill to the OpenText Board,” said Tom Jenkins, Chair of the Board, OpenText. “She is a seasoned technology executive with extensive experience in executive compensation, workforce planning, talent acquisition and organizational design. Having led global workforces at large technology companies, she will be highly valuable in supporting the Board’s governance of our people and culture priorities, in line with shareholder expectations.”
In conjunction with Ms. Larsen’s appointment to the Board, the Company also announced that Kristen Ludgate has notified the Company of her decision to resign from the Board.
“On behalf of the leadership team, we thank Kristen for her partnership and contributions to the Board and wish her every success ahead,” said Ayman Antoun, CEO, OpenText. “We're also pleased to welcome Jill to the Board, whose voice at the table will help drive our next stage of growth.”
Ms. Ludgate’s resignation from the Board was for personal reasons and was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices. The Company accepts Ms. Ludgate’s resignation, effective today, and thanks her for her service and contributions to the Board.
For more information, please contact:
Greg Secord
Vice President, Global Head of Investor Relations
Open Text Corporation
(416) 956 0380 (Canada) / (415) 963 0825 (U.S.)
investors@opentext.com
Copyright © 2026 OpenText. All Rights Reserved. Trademarks owned by OpenText. One or more patents may cover this product(s). For more information, please visit https://www.opentext.com/patents.
About OpenText
OpenText™ is a global leader in data management for enterprise AI, helping organizations protect, govern, and activate their data with confidence. Our technologies turn data into information with context to form the knowledge base for enterprise AI. Learn more at www.opentext.com.
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